Zakłady Azotowe w Tarnowie-Mościcach S.A. ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Polska, tel. +4814 633 07 81-85
PR /01/2010/1500
www.azoty.tarnow.pl
companycatalogue
financial report 2009
www.azoty.tarnow.pl
Musimy żeglować czasem z wiatrem, czasem pod wiatr,
ale żeglować nie dryfować ani stawać na kotwicy.
Oliver Wendell Holmes /1809-1894/
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„Skonsolidowane sprawozdanie finansowe za okres 12 miesięcy, kończących się 31 grudnia 2009 roku”, sporządzone 31 marca 2010 roku zgodnie z wymogami Międzynarodowych Standardów Rachunkowości. Sprawozdanie rzetelnie i jasno przedstawia sytuację majątkową i finansową Spółki i Grupy Kapitałowej oraz wyniki finansowe. Pełny tekst raportu rocznego jest dostępny w internecie pod adresem www.azoty.tarnow.pl oraz w siedzibie Spółki.
Ponadto do niniejszego Raportu Finansowego dołączamy płytę CD, na której w celu poszerzenia zamieszczonych w nim informacji prezentujemy: Roczne jednostkowe sprawozdanie finansowe za 2009 rok Sprawozdanie jednostkowe z działalności Spółki za 2009 rok Roczne skonsolidowane sprawozdanie finansowe za 2009 rok Sprawozdanie Zarządu z działalności Grupy Kapitałowej za 2009 rok Consolidated financial statement for 2009 Report on Activities of Azoty Tarnow Group for 2009
Dear Sir or Madam, Another year is over, one which proved to be extremely difficult because of the economic crisis which also greatly affected the chemical industry. However, the Azoty Tarnów Group, acted well in these difficult macroeco-nomic conditions. The main challenges were the significant decline in de-mand for chemical products, including a particularly heavy drop in de-mand for engineering plastics, and unused price relationships in the natu-ral gas - mineral fertilizers system. The Group was quick to adapt to the business conditions in the face of the crisis and increased its activity on the world markets allowing us to survive the crisis and emerge from it stronger as a business organization.
We are ordering the Azoty Tarnów Capital Group in accordance with the entries in the IPO Prospectus. Last year we sold three existing subsidiaries - Oknotar, ZBACH and Wiezat – to outside of the Group. This process is being continued. According to the plan presented in the Prospectus, four strategic subsidiaries are to remain within the Azoty Tarnów Group. We implemented the investment plan defined in the Prospectus, reinforcing our core business, in a manner which was transparent for the Sharehold-ers. Azoty Tarnów became the owner of 100% of shares in a non-integrat-ed polyamide manufacturer in Germany. Our decision to purchase shares in Unylon Polymers was an implementation of one of the main of the issu-ance objectives, i.e. a significant increase in production capacity of polya-mide 6 (PA6), so that the current capacity of the Azoty Tarnów Group puts us among Europe’s largest manufacturers of this engineering plastic.
We successfully launched a system for mechanical granulation of fertiliz-ers, which was one of the fundamental investment objectives in the field of fertilizers. The newly built plant with a capacity of 1,200 t/d allows the pro-duction of mineral fertilizers with a stable, homogeneous grain size, which is currently one of the key parameters required in the global market for mineral fertilizers. From 2009 onwards Tarnów fertilizers produced using modern granulation have been available on the market, including a new fertilizer with high sulphur content, Saletrosan ”26 macro”. By exploiting the synergies in the production of nitrate fertilizers and caprolactam, the new fertilizer plant allows the Company’s competitive position in the ferti-lizer sector to be strengthened. In 2010 there are plans to continue the implementation of several investment projects started in previous years. Last year, together with Mitsubishi Corporation we completed the first so-called Polish-Japanese Joint Implementation Project. In June 2009, an agreement entered into force between our partner and end-user Chubu Electric Power Co., Inc., concerning the sale of emission reduction units (ERU’s) generated under the project. Under the contract Azoty Tarnów will, jointly with Mitsubishi Corporation, conduct sales in 2009-2012 of the ERU volume generated. This highly eco-friendly, but also profitable, business was recognized in the prestigious competition for the title of ”The Leader of Polish Ecology”.
The high quality of products from Tarnów is attested by the opinions of customers and the distinctions received. In last year’s edition of the ”Polish Fertilizer” competition one of the major awards went to Tarnów’s Saletrzak ”27 macro”, while the Kielce Trade Fair ”Agrotech” Gold Medal was award-ed to Saletrosan ”26 macro”. Tarnamid MHLS T-30, designed for the pro-
duction of modern stadium seating, was awarded the European Medal and was recognized as ”The Polish Export Product of the Year 2009”. A significant event of 2009 was the signing by the Company of an agree-ment with Hewlett Packard Poland for the provision of IT outsourcing serv-ices for Azoty Tarnów. The agreement provides for a six-year collabora-tion, including the takeover by HP of the maintenance and development of information systems operated by the Company, with particular emphasis on SAP, and the implementation of the Company’s IT governance rules. We have implemented a Voluntary Redundancy Program (VRP). At the beginning of last year, an agreement was drawn up between the Manage-ment Board of Azoty Tarnów and Trade Union organizations regarding the Voluntary Redundancy Program, which 193 employees took advantage of. The program was positively evaluated by the financial markets and public opinion.
The strength of our brand can be seen in the fact that Azoty Tarnów has been recognized as one of the 10 most valuable publicly traded compa-nies in the raw materials and energy category. In the ”Pearls of the Polish Stock Exchange 2009” ranking published by the daily ”Parkiet” we are one of 10 most valuable issuers in the raw materials and energy industry. In the Business Centre Club’s contest we won the title of ”The Ambassador of the Polish Economy” in the category ”The European Brand”, and in the As-sociation of Polish Exporters’ competition we received the title of ”The Leader of Polish Export 2009”. These awards are a testament to our long-term business in international markets, based on high economic and fi-nancial standards as well as good business practices in foreign contacts. Our credibility and business accountability is attested by Azoty Tarnów’s qualification for the new elite RESPECT Index, an association of the 16 most socially responsible Polish listed companies.
The Zakłady Azotowe w Tarnowie-Mościcach S.A. Capital Group is a dy-namic, innovative group consistently increasing in value. Good financial results, a transparent capital policy as well as fairness and loyalty to con-tractors - these are undoubtedly the traits that make the companies of our Capital Group stand out on the market. I am thoroughly convinced that our actions constitute a solid basis for a long-term increase in the Company’s value, which will be beneficial to the Azoty Tarnów Group, and consequent-ly our Shareholders. The forecasts for 2010 offer hope for good results of the Company and the Azoty Tarnów Group. I think the most difficult period is now behind us. For several months there has been a visible increase in consumption in the chemical industry and rebuilding of significantly re-duced inventories, as well as signs of stabilization in commodity prices. On behalf of the Management Board and Employees of Azoty Tarnów I as-sure you that we will make every effort so that our well-organized work constantly increases the value of the Group.
Jerzy MarciniakChairman of the Management Board, CEO
The Management Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Composition of the Management Board on 31 December 2009*
Jerzy Marciniak | Chairman of the Management Board, CEO
Witold Szczypiński | Vice-Chairman of the Management Board
Andrzej Skolmowski | Vice-Chairman of the Management Board
Franciszek Bernat | Member of the Management Board
*On 26 March 2009 the Supervisory Board of Azoty Tarnów resolved to recall Monika Hap, a Member of the Management Board, and at the same time to appoint Andrzej Skolmowski as the Vice-Chairman of the Management Board.
On 31 July 2010 the Management Board remains unchanged.
The Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Composition of the seventh term of the Supervisory Board on 31 December 2009
Marzena Piszczek | Chairwoman
Małgorzata Rzążewska | Vice-Chairwoman
Jan Wais | Secretary
Joanna Kiełkiewicz | Member
Ewa Lis | Member
Dariusz Maciejuk | Member
Armin Teske | Member
Katarzyna Wałęga | Member
Krzysztof Pieńkowski | Member
On 23 June 2010 the General Meeting of Shareholders of Azoty Tarnów appointed the Supervisory Board of the eighth term composed of:
Marzena Piszczek | Chairwoman
Agnieszka Doroszkiewicz | Member
Jacek Lewandowski | Member
Ewa Lis | Member
Jacek Obłękowski | Member
Mirosław Potulski | Member
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Shareholding Structure of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Ministry of Treasury 1 354 160 3.46% 1 354 160
Nafta Polska S.A. 19 200 000 49.08% 19 200 000
Polskie Górnictwo Naftowe i Gazownictwo S.A. 4 000 001 10.23% 4 000 001
Ciech S.A.* 2 560 000 6.54% 2 560 000
Other shareholders 12 002 260 30.69% 12 002 260
Total: 39 116 421 100.00% 39 116 421
Ministry of Treasury 1 349 000 3.45% 1 349 000
Nafta Polska S.A. 19 200 000 49.08% 19 200 000
Polskie Górnictwo Naftowe i Gazownictwo S.A. 4 000 001 10.23% 4 000 001
Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK** 2 667 859 6.82% 2 667 859
Other shareholders 11 899 561 30.42% 11 899 561
Total: 39 116 421 100.00% 39 116 421
Shareholder
Shareholder
Number of shares
Number of shares
Shares %
Shares %
*On 22 April 2010 as a result of a transaction made by Ciech SA in stock exchange trading (off -session transaction) 2,560,000 shares of the Issuer, representing 6.54% of the Issuer’s share capital, were sold.
**On 22 April 2010, Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK (Aviva Open Pension Fund) increased its share in the total number of votes in the company above 5%.
Shareholders as at 31 December 2009
Shareholders as at 27 April 2010
Number of voting rights
Number of voting rights
3
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With the experience acquired and competences developed, we make chemicals safe and useful for people. We constantly strive to increase the value of the company, effectively using possible synergies.
The mission of our Company, which was adopted together with a revised Management Policy, as thus defined is the attainment of the objectives of Azoty Tarnów’s Development Strategy, which was presented to the Share-holders in the Prospectus in mid 2008.
To carry out the mission adopted, we set out strategic goals, also deter-mining the activity of the Azoty Tarnów Capital Group in 2009:
- increasing the scale of operations in the Company’s core business areas and related diversification, using synergy effects with the elements of the existing product portfolio,
- reducing the sensitivity to changes in business cycle phases and the prices of natural gas and petrochemical raw materials by extending the product chain and improving the efficiency of key processes,
- lowering manufacturing costs, improving organizational solutions and in-creasing intellectual capital,
- continuous adjustment of product quality to customers’ requirements, building stable and effective links with trading partners and optimizing dis-tribution channels.
The goals are achieved in an integrated management system that com-plies with international standards. The priority areas of the organization and activities of Azoty Tarnów - high quality, care for technical safety and the environment - are thus effectively monitored and supervised by internal and external auditing bodies and independent certification institutions. Currently Azoty Tarnów, in addition to the technological
certificates, can also boast of a modern complementary Management System, which consists of:
- Quality Management System,
- Environmental Management System,
- Food Safety Management System,
- Occupational Health and Safety Management System.*
The Company complies with the stringent requirements of the Responsi-ble Care Management Framework Certificate, ISO 14001:2004 Certificate, ISO 9001:2008 Management System Certificate for compliance with ISO 22000:2005 (scope: ”Production and Distribution of Water Intended for Hu-man Consumption”), Certificate from the Responsible Care Programme, Certificate of testing laboratory accreditation (No. AB 790) issued by PCA (Polish Centre for Accreditation), PN-N-18001: 2004 standard.*
To effectively coordinate and optimize the operation of the Capital Group using the latest management systems, in January 2009 - after a year and a half - Azoty Tarnów successfully completed the implementation of the full productive mySAP ERP system. On 25 November 2009, an agreement was signed with Hewlett Packard Polska Sp. z o.o. for the outsourcing of IT services, which provides for a six-year cooperation period including the takeover by HP of the maintenance and development of information sys-tems operated by Azoty Tarnów.
According to the results achieved by the Company since being floated on the Warsaw Stock Exchange in 2008, effective and consistent policy man-agement, the ability to use skills and the rapid response of Azoty Tarnów to changing economic conditions provide a solid basis for forecasting the stable long-term value of ”ATT”.
Mission and Strategic Goals of Zakłady Azotowe w Tarnowie-Mościcach S.A.
According to the results achieved by the Company since being floated on the Warsaw Stock Exchange in 2008, effective and consistent policy man-agement, the ability to use skills and the rapid response of Azoty Tarnów to changing economic conditions provide a solid basis for forecasting the
*during implementation
Calendar of 2009 Eventsfor Zakłady Azotowe w Tarnowie-Mościcach S.A.
5 January 2009 – Azoty Tarnów joined Polskie Konsorcjum Chemiczne Sp. z o.o. (the Polish Chemical Consortium Ltd) and took over a 25% stake in the company’s increased equity capital. The value of the shares acquired in Polskie Konsorcjum Chemiczne amounts to 25,000 PLN and was financed from Azoty Tarnów’s own resources.
22 January 2009 – An agreement was reached between the Manage-ment Board of Azoty Tarnów and Trade union organizations regarding the Voluntary Redundancy Programme, from which 250 employees could benefit.
27 January 2009 – To optimize the product portfolio and the nitrogen fertilizer sales system, technical activation of a mechanical granulation system began, which was one of the fundamental investment objectives in the area of fertilizer production, as defined by IPO Prospectus.
6 February 2009 - The stock market début of Azoty Tarnów was awarded the title of “The Event Which Changes Polish Industry 2008“. The title was awarded to the Tarnów company „in recognition of courageous deci-sions which are groundbreaking for the industry and important for the entire Polish economy“.
12 February 2009 - Azoty Tarnów was nominated for the annual „Bulls and Bears“ award by „Parkiet“ in the category „Debut of 2008“.
2 March 2009 - Azoty Tarnów concluded agreements for the sale of 100% of the shares in Oknotar to 14 individuals who became the owners of the company producing windows.
26 March 2009 - Azoty Tarnów received the highest average ratings giv-en by users of the stock exchange service StockWatch.pl to the compa-nies listed on WIG-Chemistry index.
30 April 2009 – Zakłady Azotowe w Tarnowie-Mościcach SA, Polskie Górnictwo Naftowe i Gazownictwo S.A., Polimex-Mostostal S.A., Tauron Polska Energia S.A. signed a letter of intent regarding joint implementa-tion of a project to construct a new electric power plant with a capacity of 200 MW, producing energy based on natural gas, and the modernization of the existing plant within Azoty Tarnów’s premises with a capacity of 65 MW.
7 May 2009 – At the peak of demand for fertilizers containing nitrogen, Azoty Tarnów introduced a new type of ammonium nitrate onto the mar-ket, „32 macro„ based on the newly launched mechanical fertilizer granu-lation plant.
15 May 2009 – In the ranking of the most valuable publicly traded com-panies, „The Pearls of the Polish Stock Exchange 2009“ published by the daily newspaper „Parkiet“, Azoty Tarnów is among the ten most valuable players in the „raw materials and energy„ industry. 6
18 May 2009 - The jury of the contest organized by the Business Cen-tre Club awarded Azoty Tarnów the title „The Ambassador of the Polish Economy„ in the category „The European Brand„.
21 May 2009 - „Azoty Tarnów recorded the highest rate of return (104%) among large chemical companies on the Warsaw Stock Exchange since the beginning of the year„, according to a report published by the BZWBK Brokerage House analysts.
22 May 2009 - Zakłady Azotowe w Tarnowie-Mościcach S.A. was award-ed the Medal of the Association of Polish Exporters and the title of „The Leader of Polish Export 2009„.
28 May 2009 - During the 12th International Plastics Processing Trade Fair PLASTPOL in Kielce, Azoty Tarnów received a distinction for the de-velopment of Tarnoform - Low Deposit grade. The company also received a medal for the originality and distinctive style of its fair appearance.
1 June 2009 - Mitsubishi Corporation signed a contract with an end-user for the sale of ERu’s generated under the Joint Implementation Project conducted by the Japanese company with Azoty Tarnów.
19 June 2009 - During the Fifth Programme Conference of the Asso-ciation of Polish Exporters, Minister of Economy, Mr Waldemar Pawlak, handed over to Azoty Tarnów „The Leader of Polish Export 2009„ prize, awarded to the company by the Association of Polish Exporters.
20 June 2009 - The winner of the „Krakow Ducat„, the oldest and most prestigious award in the Małopolska region for significant achievements in business, in the Company Manager category is Jerzy Marciniak, Chair-man of the Management Board of Azoty Tarnów.
26 June 2009 - The Ordinary General Meeting of Shareholders of Azoty Tarnów passed a resolution to pay a dividend from profits for 2008.
1 July 2009 - According to an analysis compiled by the daily „Parkiet„, Azoty Tarnów is among the twenty listed Polish companies which in the first half of 2009 recorded the largest rise in share value. During this pe-riod the Tarnów company recorded an increase in shares on the Warsaw Stock Exchange of 130.49%.
11 August 2009 - The Azoty Tarnów website qualified for the second stage of the Issuer’s Golden Page competition, organized by the Asso-ciation of Stock Exchange Issuers, and is one of the eleven best websites of the listed companies belonging to the sWIG80.
14 August 2009 - Azoty Tarnów is the first Polish chemical company to use the modern system of online auctions for transport offers.
25 August 2009 - Azoty Tarnów was included on the Stable Low Cost Companies Index, developed by experts from the daily newspaper „Parkiet„.
31 August 2009 - Azoty Tarnów was nominated for the title of „The Good Company 2009„ in the National Leaders of Social Responsibility Pro-gramme.
29 September 2009 - The Management Board of Azoty Tarnów took the decision not to resume the production of chlorine which was shut down in autumn 2008. This action is intended as a definitive abandoning of the chlorine business.
7 October 2009 - Azoty Tarnów is the first chemical company in Central and Eastern Europe to participate in a training programme of the OPCW international experts, overseeing compliance with the prohibition of chemical weapons production.
3 November 2009 - In the 8th edition of the „Pearls of Polish Economy„ ranking, organized by the Institute of Economic Sciences at the Polish Academy of Sciences and the magazine „Polish Market„, Azoty Tarnów (in the category of „Great Pearls„) moved up 13 positions, occupying the 52nd place (65th place in 2008).
4 November 2009 - The competition „Innovation of the Year 2009„, or-ganized under the auspices of the Ministry of Regional Development and FIRE Innovation Centre awarded Azoty Tarnów the title of Finalist in the „In-novation of the Year 2009„ Competition - for a project involving reducing emissions of nitrous oxide from a nitric acid plant.
4 November 2009 - An industry investor acquired 100% (107,700) of shares in a subsidiary of Azoty Tarnów. The purchaser of ZBACH Sp. z o.o. is the Petro Mechanika Capital Group.
4 November 2009 - Tarnamid MHLS T-30, designed for the production of modern stadium seating, was awarded the „BCC European Medal„.
9 November 2009 - In the 12th edition of the Polish Ecology Leader com-petition, Azoty Tarnów received a prestigious award from the Minister of Environment for the best completed projects in the field of environmental protection.
11 November 2009 - A conditional agreement for share purchase was signed between Zakłady Azotowe w Tarnowie-Mościcach S.A., head-quartered in Tarnów, and unylon AG of Hamburg, to acquire a 100% stake in unylon Polymers GmbH, headquartered in Guben, Germany.
23 November 2009 - Tarnów Azoty was included in the elite RESPECT in-dex consisting of the most socially responsible Warsaw Stock Exchange listed companies.
25 November 2009 - HP took over the IT support for Azoty Tarnów’s busi-ness processes. According to the agreement signed by both companies, HP will provide IT outsourcing services and will assume responsibility for developing and maintaining business computer systems.
1 December 2009 - An industry investor acquired a 100% stake in a daughter company of Azoty Tarnów. The purchaser of Wiezat Sp. z o.o. was Kaefer S.A.
4 December 2009 - Tarnów Azoty was awarded the Association of Polish Exporters’ „Outstanding Exporter of the Year 2009„ Cup for Tarnamid.
The Azoty Tarnów Capital Group
At the end of 2009, the Azoty Tarnów Capital Group included
Zakłady Azotowe w Tarnowie-Mościcach S.A. (Parent Company)
and seven daughter companies with a capital share of over 50%
as well as two associated companies with capital share from 20%-50%.
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A List of Significant Entities Constituting the Azoty Tarnów Capital Group
BIPROZAT – Tarnów Sp. z o.o. designing, developing construction documentation, arranging supply of equipment and facilities, commercial activities, consulting, information tech-nology, new technologies (PKD - Polish Classification of Activities - 7420A).Azoty Tarnów stake in share capital: 100%.
Elzat Sp. z o.o. installation of electric systems, production of equipment and machine tools, metal processing, testing and technical analysis, finishing work (PKD 3110).Azoty Tarnów stake in share capital: 100%.
JRCh Sp. z o.o. service involving the disposal, recycling, recovery and storage of waste, wastewater treatment, failure repairs, analysis of water, air and wastewa-ter, training, transportation of hazardous materials, testing food products, manufacturing and marketing of chemical products (PKD 9001Z) as well as production of plastic products (PKD 22.2).Azoty Tarnów stake in share capital: 100%.
Koltar Sp. z o.o. railway shipment forwarding services, loading and unloading services, cleaning and overhauling tanks and railway cars, maintaining railway tracks related to the support and service of the company’s railway station (PKD 6010Z).Azoty Tarnów stake in share capital: 100%.
PROReM Sp. z o.o. manufacturing and services: construction, installation, plumbing, indus-trial systems, electrical systems, metering systems, telecommunication systems, etc, performing repairs and modernizing specialized facilities (PKD 2924B).Azoty Tarnów stake in share capital: 100%.
ZWRI Sp. z o.o. production, provision of services in the range of construction, installation, sanitary plumbing systems, industrial systems, electrical wiring, measur-ing systems, telecommunication & IT systems (PKD 4521).Azoty Tarnów stake in share capital: 100%.
Automatyka Sp. z o.o. manufacture of control equipment, industrial processes control, system design and construction, activity related to mechanical engineering and computer hardware consultancy (PKD 3313Z).Azoty Tarnów stake in share capital: 69.73%.
Navitrans Sp. z o.o. shipment and forwarding services (PKD 6340C).Azoty Tarnów stake in share capital: 26.45%.
Polskie Konsorcjum Chemiczne** activities of financial holding companies (PKD 64.20.Z) and the activities of head offices and holding companies, excluding financial holding com-panies (PKD 70.10.Z).Azoty Tarnów stake in share capital: 25%.
ATT Polymers GmbH*** manufacture of plastic products (PKD 22.2).Azoty Tarnów stake in share capital: 100%.
* Since 24 March 2009
** On 5 January 2009, by joining Polskie Konsorcjum Chemiczne Sp. z o.o. (Polish Chemical Consor-tium Ltd) Azoty Tarnów acquired 25% stake in the increased share capital of PKCH entitling it to 25% of the votes at the General Meeting of Shareholders.
*** On 28 January 2010, after fulfilling the precedent conditions of the conditional agreement dated 18 November 2009, Zakłady Azotowe w Tarnowie-Mościcach S.A. is a 100% owner of the polyamide 6 (PA6) manufacturer - Unylon Polymers GmbH, a company based in Guben, Germany. The company changed its name to ATT Polymers, referring to the stock exchange ticker used by Azoty Tarnów - ATT.
The core business of Azoty Tarnów Capital Group is the production, pro-vision of services and trade in engineering plastics (polyamide 6, poly-oxymethylene, modified plastics), raw materials for their synthesis (capro-lactam) and mineral fertilizers (calcium ammonium nitrate, ammonium nitrate, ammonium sulphate, ammonium sulphate nitrate).
Azoty Tarnów is the only national and one of the few European integrated manufacturers of polyamide 6 (trade name Tarnamid®) and caprolactam produced in Tarnów by polymerization. Azoty Tarnów is also the only Polish manufacturer of polyacetal (POM) with a trade name Tarnoform®. The company also provides services in testing and technical advice, ena-bling optimal selection and use of plastic material properties.
Characteristics of the Azoty Tarnów Capital Group
The Group’s Parent Company is also one of the largest producers of ni-trogen fertilizers in Poland. Owing to the recently completed investment in this area, the company provides fertilizers with two grain sizes (tower and mechanical granulation), and the different types of fertilizers tailored to the needs of end-users are provided as two brands ”standard” (granulation tower - finer and varied grain size) and ”macro” (mechanical granulation - uniform grain size).
An important area of Azoty Tarnów’s activity is the production of chemi-cals. The most significant products in this group are nitric acid and nitrogen oxides in concentrated sulphuric acid. These products are used mainly as raw materials in the chemical and pharmaceutical industries.
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DetailsSales volume
(tonnes)Sales volume
(tonnes) change %
Tonnes 2009 2008 2/3
Caprolactam Centre
Total caprolactam* 49 835 53 067 93.9
Plastics Centre
Tarnoform 7 500 7 598 98.7
Natural Tarnamid 35 970 34 454 104.4
Modifi ed plastics 4 147 4 283 96.8
Formalin 238 1 160 20.5
Fertilizers Centre
Calcium ammonium nitrate 27 standard 229 509 352 396 65.1
Calcium ammonium nitrate 27 macro 67 512 0 –
Ammonium nitrate AN 32 macro 64 398 0 –
Saletrosan 3 569 0 –
Ammonium sulphate AS 21 415 828 383 965 108.3
Total mixed acids 48 108 46 744 102.9
CO2 32 930 31 146 105.7
* caprolactam, as well as being sold, is processed into natural Tarnamid
Specialized units of the Parent Company provide laboratory services, among others in the field of environmental analysis (physical and chemical analysis of water, sewage, sewage sludge, soil, waste), physical and chemical analysis of organic and inorganic chemicals and plastic testing.
Basic Products of Zakłady Azotowe w Tarnowie-Mościcach S.A.
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The complementary companies forming the Capital Group are effectively increasing its market competence.
Koltar, responsible for maintaining Azoty Tarnów’s railway infrastruc-ture and rolling stock, is one of few Polish companies with the licenses required to perform complex repairs of railway car chassis and cistern tanks adapted for the carriage of hazardous materials according to RID. Its experience and reputation allow forwarding and repair services to be provided on external markets, too.
Specialist emergency services, particularly hazardous work, waste treatment and storage of hazardous wastes as well as highly special-ized services related to the disposal of rocket fuel oxidizer form JRCH’s fundamental area of business. The company is an active player on the accredited food testing and veterinary diagnostics markets. JRCH’s ex-perienced workforce provides training for NATO military experts and fire fighters. Providing complementary specialized services (e.g. cleaning the tanks for transporting hazardous materials - see Koltar), it ensures the integrity of the processes of the Group’s companies.
The Group’s brand is effectively built up by projects related to the design of measurement systems as well as installation and commissioning of industrial systems, which are carried out, among others, in Iran, Roma-nia, Slovakia, China, Turkmenistan, Hungary and Ukraine by specialists from Automatyka.
Designs for speci alized Great Chemical Synthesis installations, devel-oped by Biprozat, are used in the processes of development, moderniza-tion and intensification of industrial companies around the world.
The experience and know-how of other companies specializing in such fields as the building of complete electrical HV/LV systems and main-tenance of power systems for industrial plants (Elzat), renovation and construction of new facilities and production lines (Prorem), production equipment and pipelines for the chemical industry (ZWRI) are a testimo-ny to Azoty Tarnów’s top level qualifications in the comprehensive servic-ing of Capital Group and external customers’ investment and moderni-zation processes.
Average employment in the Company’s Capital Group in 2009 amount-ed to 4,230 people (in 2008 - 4,378), including 2,819 workers. Within the Parent Company alone, 193 employees left as part of the two-phase Vol-untary Redundancy Programme (VRP). Compared to 2008, the number of employees with primary, vocational and secondary education was reduced, while there was an increase in the number of employees with higher education, whose advanced competences and experience are one of the most important synergy elements in the Azoty Tarnów Capital Group.
plastics
24%
liquid and flaked caprolactam
19%
ammonium sulphate
16%
mixed acids
2%
chemicals
1%
other sales
16%
calcium ammonium nitrate, saletrosan, ammonium nitrate
22%
The Capital Group’s sales revenue structure in 2009
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Azoty Tarnów is a credible and recognizable brand, whose value has been built up over 80 years owing to our ability to create lasting business relations based on partnership and mutual understanding of needs, re-gardless of geographical barriers.
Azoty Tarnów also has the international reputation of a renowned manu-facturer, supplier of high quality basic and modified engineering plastics and raw materials for their production (caprolactam in a crystalline form, known as flaked, and a liquid form), always present on the markets with the greatest demand for such products.
The Capital Group’s products are sold mainly to European Union coun-tries; the company has long been one of Poland’s major exporters. Azoty Tarnów is one of the strongest fertilizer brands on the Polish market, and is also recognized on foreign markets, primarily in South America. In 2009, the domestic market remained the major market for nitrate fertiliz-ers and foreign markets are an effective complement to this. The main export product from the fertilizer portfolio last year was still ammonium sulphate. This fertilizer was sold on 18 markets, including South America, the European Union and the Middle East.
The Azoty Tarnów Group is a leader in the chemical industry, offering diversified products
Product Position in Poland Position in Europe
Tarnamid (PA6) 1 8
Tarnoform (POM) 1 4
Caprolactam 1 6
Modifi ed Plastics 1 –
Nitrogen fertilizers containing sulphur 1 –
A strong recognized brand as well as the proven market and financial reliability of Azoty Tarnów allow the Capital Group to develop and expand on the markets of mature economic areas, as exemplified by the Group’s acquisition of German Unylon Polymers GmbH - which currently operates under the name ATT Polymers, referring to the Company’s stock ticker symbol recognised on the market - which took place at the turn of 2009 and 2010.
A Credible and Recognizable Brand
13
14 Destinations of exports by region in 2009
The Azoty Tarnów brand also means a high degree of trade security. In building stable business relationships with partners and clients around the world, the Company continuously assesses the creditworthiness of buyers, and where appropriate, requires appropriate safeguards. Over 60% of the Group’s total trade receivables and services is protected un-der the trade credit and export credit insurance policies, which effective-ly reduce the risk, also ensuring an ongoing monitoring of the financial situation of customers. However, in order to reduce the risk of changes in the prices of commodities, products and services, sales contracts in-clude entries „symmetrical” to those contained in contracts for supplies, for example, referring to market quotations.
Taking the utmost care with regard to product quality, reliability, coopera-tion with partners and customers, using modern marketing and corpo-rate communication tools, the Azoty Tarnów Capital Group has a con-scious policy of building and strengthening the brand, which on today’s competitive market is an important factor in achieving success and fur-ther development.
.
European Union
62%
South America South America
6%
Africa
2%
other Europe
2% Australia
0.019%
Asia
28% 28%
Zakłady Azotowe w Tarnowie-Mościcach S.A., one of the largest Great Chemical Synthesis firms in the country, skilfully uses its acquired expe-rience to continually meet the requirements of the expanding market, as well as the challenges posed by the advances in technology used by our partners and customers.
With its own research facilities, Azoty Tarnów is continually improving its technology, increasing the quality of our products. The Capital Group is also a promoter and participant in innovative research programmes, conducted by leading national scientific institutions [including in the field of polymer nanotechnology and biodegradability of mercury], the results of which may in future herald the latest technological solutions in the in-dustry. By monitoring technological developments and the needs of end-customers, Azoty Tarnów is always looking for innovative complementa-ry solutions in the research projects phase and responding dynamically to market needs. The company cooperates on a permanent basis with IChP, INS, Wrocław Technical University, Warsaw Technical University, Łódź Technical University and the Polish Academy of Sciences, Łódź Branch in improving existing products and creating new solutions.
The continuous nature of the research activity means that the mod-ern construction materials supplied by Azoty Tarnów [polyamides,
polyoxymethylene, modified plastics], caprolactam and mineral fertiliz-ers are refined and adapted to specific customer expectations. Since 2009, the company has been gradually introducing new nitrogen-based fertilizers produced according to the latest technological solutions.
Azoty Tarnów is a trusted and experienced partner in technological projects taking place around the world, a European supplier of proven patents and licenses, which - thanks to the top level qualifications of the technical staff - are setting new standards in the industry. In 2009, the Group has achieved revenues from license sales amounting to 16,067,000 PLN.
Skilful implementation of the latest technological developments allows the Company to take active steps to protect the environment while bring-ing benefits to the balance on this account. The first Polish-Japanese Joint Implementation Project [JI] to reduce emissions of nitrous oxide from nitric acid plants, operated by the Azoty Tarnów Group together with Mitsubishi Corporation, is to provide an estimated revenue of 135m PLN during 2009-2012. In 2009, the value of these revenues amounted to 32.6m PLN. Azoty Tarnów was the first company in Poland to receive cash from the sale of ERUs generated in the first year of the Joint Imple-mentation Project’s operation.
Modern Technologies and Products from Zakłady Azotowe w Tarnowie-Mościcach S.A.
15
16
Carrying value As at31.12.2009
As at31.12.2008
Trademarks – –
Patents and licenses 13 084 12 205
Computer software 8 425 1 274
Cost of development work 710 3 249
Other intangible assets – –
22 219 16 728
CARRYING VALuE OF TRADE MARKS, PATENTS
AND LICENSES
OF ZAKŁADY AZOTOWE W TARNOWIE-MOŚCICACH S.A.
Carrying value As at31.12.2009
As at31.12.2008
Trademarks – –
Patents and licenses 13 084 12 205
Computer software 8 425 1 274
Cost of development work 710 3 249
Other intangible assets – –
22 219 16 728
The strategic raw materials for Azoty Tarnów to produce in large vol-umes are natural gas, phenol, benzene and ammonia.
Azoty Tarnów is the only company in the industry with diversified sourc-es of natural gas supply - a strategic raw material for the Great Chemi-cal Synthesis sector. These deliveries are made by one supplier [PGNiG S.A.], but come from the national grid and independent local sources of natural gas with high nitrogen content, located in the Tarnów area. Gas from local sources currently provides about 40% of the Company’s re-quirements, which significantly enhances Azoty Tarnów’s security with regard to the supply of raw materials. In the short term Azoty Tarnów also will acquire a new local source of gas, which will cover up to 60% of the Company’s gas needs.
The Group largely acquires production materials and goods and serv-ices domestically. A significant amount of imports from the European Union consists mainly of phenol and benzene, and from other countries - ammonia and methanol. The stability and security of raw material sup-plies is ensured by long-term agreements, as well as being based on fixed price terms of the Company’s purchasing and logistics activity, which allows negative consequences for the market to be minimized, and volume of supplies to be adjusted to current production needs.
In order to further improve Azoty Tarnów’s energy security, parallel research projects are under way in connection with the construction of a new power plant with an output of 200MW, producing electricity based on natural gas, and the modernization of the existing 65MW power plant at the Company’s premises. As part of this project, in 2009 Azoty Tarnów signed a letter of intent with Polimex-Mostostal S.A., Pol-skie Górnictwo Naftowe i Gazownictwo S.A. and Tauron Polska Energia S.A. Currently, approximately 80% of the electricity requirements of the Azoty Tarnów Capital Group’s companies located in Tarnów is met by a coal-fired internal Power Plant. The fuel coal suppliers in 2009 were two major domestic companies, whose supplies amounted to 90% and 10%.
The largest supplier whose value of deliveries in 2009 reached 15.7% of sales revenue is Polskie Górnictwo Naftowe i Gazownictwo S.A. (the Polish Oil and Gas Company), which is also a shareholder in the Com-pany.
Raw Materials and Energy Security of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Origins of goods and materials in 2009
17
Poland
73%
other EU
17%
other countries
10%
The basic premise of Azoty Tarnów’s capital management policy is to maintain a strong capital base, which will provide a basis for trust from shareholders, partners and the market, and which ensures the stable de-velopment of the Group.
The Capital Group carefully monitors changes in the shareholding struc-ture, capital profitability ratios and liabilities to equity capital ratios, and at the same time - in accordance with the obligations contained in the Azoty Tarnów Prospectus published in 2008 - the company consistently takes steps which implement the strategic development plan declared in the document, whose goal is a long-term growth in the Company’s value and implementing of its shareholders’ investment plans.
Using funds including those raised from the issue of Series B Shares by Public Offering, in 2009 the Company completed the implementation of the largest investment enterprise in recent years - the project to build a mechanical 1200t/d granulation plant for fertilizers, which is one of the five issuance objective of the Group.
In 2009 we launched the next three issuance objectives, the effects of which will contribute to strengthening the competitive position of the Com-pany.
To finance expenditure incurred up to 31 December 2009, as part of its issuance objectives, the Parent Company used funds raised from the IPO totalling 66,953,000 PLN. As at 31 December 2009, fixed-term depos-its from the proceeds of share issuance amounted to 210 million PLN. Thanks to fixed-term deposits from the funds from the Public Offering, the Company received financial revenue of 14,974,000 PLN from interest ac-crued in 2009. The significant financial surpluses achieved by the Com-pany make the liquidity loss risk very low, resulting in an increase in Azoty Tarnów’s credit rating.
When conducting business and investments, Azoty Tarnów places a strong emphasis on maintaining an open information and investor rela-tions policy, based on the principles of equal access to information, and its reliability and credibility. Actively informing those around about the Com-pany’s activities and decisions it has taken, allows awareness of Azoty Tarnów and its goals to be continuously raised among both sharehold-ers and all the participants in the capital market. A Company standard is always to proceed in accordance with the law, the generally accepted principles of corporate governance and good business practices, as well as the ethical principles related to the business and operation of capital markets.
ATT: a credible participant in the capital market
18
From its very beginning, Azoty Tarnóww has not only been a recognized and trustworthy employer, but has also actively supported actions and initiatives on behalf of the local community. For decades, it has made a huge contribution to the development of culture, education and sport. It is a respected partner in cultural, sporting, scientific and economic events. In order to systematize implementation of the pro-social policy, the com-pany has introduced its own strategy for the development of the local community. Among the many institutions supported by Azoty Tarnów are Tarnów’s educational establishments and related centres which con-duct educational activities for children with intellectual disabilities and im-paired mobility. In recognition of the high standards of Azoty Tarnów’s activities, actively supporting individual development of its surroundings, the Company was nominated in 2009 for the title of Good Company in 2009 in the National Leaders of Social Responsibility Programme, and - as one of 16 Polish companies listed on the Warsaw Stock Exchange - became a member of the elite RESPECT Index.
WE SuPPORT SuCCESS
The Corporate Social Responsibility Policy of Zakłady Azotowe w Tarnowie-Mościcach S.A.
In order to structure the principles for Azoty Tarnów’s sponsorship and social actions, the Company’s ownership policy was introduced in the Capital Group in 2009, defining the rules for sponsorship by the Group. This allowed for the effective adoption of uniform procedures and helped to ensure the consistency and uniformity of the interim reports and evalu-ation criteria for the Subsidiaries.
The Company recognizes and appreciates the social and public activi-ties of its workers for the public good. Company employees are actively involved in activities including: the Association of Chemical Industry Engi-neers and Technicians Tarnów Branch, Association of Polish Electricians Tarnow Branch, Zakłady Azotowe w Tarnowie-Mościcach S.A. Honorary Blood Donor’s Club, Zakłady Azotowe w Tarnowie-Mościcach S.A. Brass Band Nitrogen Works in Tarnów-Mościce, PTTK Club No. 15 KAPRO at Zakłady Azotowe w Tarnowie-Mościcach S.A., Carpathian Mountain Club at the PTTK Tarnów-Azoty Branch of PTTK, PTTK Club No. 17, the Polish Anglers Association Tarnów-Azoty Branch.
20
PLN (thousands) EUR (thousands)
For the periodfrom 01.01.2009
to 31.12.2009
For the periodfrom 01.01.2008
to 31.12.2008
For the periodfrom 01.01.2009
to 31.12.2009
For the periodfrom 01.01.2008
to 31.12.2008
Sales revenue 1 214 638 1 368 016 279 832 387 310
Result on operating activities (14 353) 87 448 (3 307) 24 758
Profi t before tax (7 129) 86 213 (1 642) 24 408
Net profi t (3 740) 72 970 (862) 20 659
Total comprehensive income 1 042 65 100 240 18 431
Number of shares 39 116 421 39 116 421 39 116 421 39 116 421
Profi t (loss) per ordinary share (0.11) 2.26 (0.03) 0.64
Net cash fl ows from operating activities
(43 288) 62 174 (9 973) 17 603
Net cash fl ows from investing activities
222 648 (380 990) 51 294 (107 865)
Net cash fl ows from fi nancing activities
21 792 309 736 5 021 87 692
Total net cash fl ows 201 152 (9 080) 46 342 (2 571)
Opening balance of cash 45 333 54 413 10 444 15 405
Closing balance of cash 246 485 45 333 56 786 12 835
As at31.12.2009
As at31.12.2008
As at31.12. 2009
As at31-12-2008
Fixed assets 989 463 1 047 354 240 851 251 020
Current assets 591 855 556 892 144 067 133 470
Long-term liabilities 199 778 226 052 48 629 54 178
Short-term liabilities 268 245 222 550 65 295 53 339
Equity capital 1 113 295 1 155 644 270 993 276 973
Share capital 195 582 195 582 47 608 46 875
Minority shareholders capital 2 163 1 779 527 426
SELECTED CONSOLIDATED FINANCIAL DATA
21
PLN (thousands) EUR (thousands)
For the period from 01.01.2009
to 31.12.2009
For the period from 01.01.2008
to 31.12.2008
For the period from 01.01.2009
to 31.12.2009
For the period from 01.01.2008
to 31.12.2008
Sales revenue 1 137 699 1 291 899 262 106 365 759
Result on operating activities (26 860) 74 280 (6 188) 21 030
Profi t before tax (15 839) 74 015 (3 649) 20 955
Net profi t (loss) (10 997) 61 935 (2 533) 17 535
Total income (6 215) 54 065 (1 432) 15 307
Number of shares 39 116 421 39 116 421 39 116 421 39 116 421
Profi t (loss) per ordinary share (0.28) 1.93 (0.06) 0.55
Net cash fl ows from operating activities (43 052) 42 395 (9 918) 12 003
Net cash fl ows from investment activities
229 417 (365 316) 52 854 (103 427)
Net cash fl ows from fi nancial activities 25 392 311 751 5 850 88 262
Total net cash fl ows 211 757 (11 170) 48 785 (3 162)
Opening balance of cash 23 893 35 063 5 505 9 927
Closing balance of cash 235 650 23 893 54 290 6 765
As at31.12.2009
As at31.12.2008
As at31.12.2009
As at31.12.2008
Fixed assets 915 980 974 677 222 964 233 601
Current assets 562 611 510 280 136 948 122 299
Long-term liabilities 156 612 181 232 38 122 43 436
Short-term liabilities 262 069 197 701 63 792 47 383
Equity capital 1 059 910 1 106 024 257 999 265 081
Share capital 195 582 195 582 47 608 46 875
SELECTED SEPARATE FINANCIAL DATA OF AZOTY TARNÓW
22
Items in thousands PLN Achieved % of sales Achieved % of sales% change
2009 2009 2008 2008
Caprolactam Centre
including:
Caprolactam Total * 232 086 19.1 280 939 20.5 82.6
Rectifi ed C-nol from benzene 5 772 0.5 11 129 0.8 51.9
Other 1 980 0.2 3 410 0.2 58.1
239 838 19.7 295 478 21.6 81,2
Plastics Centre
including:
Tarnoform 42 511 3.5 38 986 2.8 109.0
Natural Tarnamid 204 810 16.9 213 675 15.6 95.9
Modifi ed Plastics 33 847 2.8 35 526 2.6 95.3
Other 6 923 0.6 49 772 3.6 13.9
288 091 23.7 337 960 24.7 85.2
Fertilizers Centre
including:
Calcium ammonium nitrate 27 standard
172 102 14.2 274 376 20.1 62.7
Calcium ammonium nitrate 27 macro
50 608 4.2 0 0.0
Ammonium nitrate AN 32 macro 43 804 3.6 3 203 0.2 1 367.4
Saletrosan 1 774 0.1 0 0.0
Nitrogen oxides in concentrated sulphuric acid, total
30 054 2.5 27 841 2.0 107.9
CO2 6 940 0.6 6 439 0.5 107.8
Ammonium Sulphate ** 192 133 15.8 247 726 18.1 77.6
Other 15 531 1.3 24 978 1.8 62.2
512 947 42.2 584 564 42.7 87.7
Power Plant Centre 14 762 1.2 10 614 0.8 139.1
Energy and Water Department 5 079 0.4 4 664 0.3 108.9
Other sales 153 921 12.7 134 736 9.8 114.2
Total sales 1 214 638 100.0 1 368 016 100.0 88.8
including:
Domestic 580 320 47.8 631 968 46.2 91.8
Export and Intra Community Supplies
634 318 52.2 736 048 53.8 86.2
REVENuE FROM SALES OF PRODuCTS AND SERVICES FROM THE BASIC OFFERING OF AZOTY TARNÓW CAPITAL GROuP
* in addition to sales, caprolactam is processed into natural Tarnamid** ammonium sulphate passes from Caprolactam Centre to Fertilizers Centre
23
REVENuE FROM SALES OF PRODuCTS AND SERVICES FROM THE BASIC OFFERING OF AZOTY TARNÓW/PLN/
24
Revenue from sales of products and services by individual Business Centres
Total caprolactam
300 000.00
250 000.00
200 000.00
150 000.00
100 000.00
50 000.00
0.00
Ammonium sulphate
Tarnoform® Natural Tarnamid®
Modified plastics
Calcium ammonium
nitrate + ammonium
nitrate
Total nitrogen oxides in
concentrated sulphuric acid
20082009
25
Share capital
Capital from issue of shares
above their nominal value
Capital from
hedge
Retained profits
Total equity holders of the parent company
Minority shareholders
Total equity capital
As at 01 January 2008 120 000 - - 744 628 864 628 1 390 866 018
Error adjustments - - - (57 907) (57 907) - (57 907)
As at 01 January 2008 restated 120 000 - - 686 721 806 721 1 390 808 111
Issuance of shares 75 582 209 990 - - 285 572 - 285 572
Total comprehensive income for the 12 months ended 31 December 2008
- - (7 870) 72 545 64 675 308 64 983
Other - - - (3 103) (3 103) 81 (3 022)
As at 31 December 2008 195 582 209 990 (7 870) 756 163 1 153 865 1 779 1 155 644
As at 01 January 2009 195 582 209 990 (7 870) 757 931 1 155 633 1 698 1 157 331
Error adjustments - - - (1 768) (1 768) 81 (1 687)
As at 1 January 2009 restated 195 582 209 990 (7 870) 756 163 1 153 865 1 779 1 155 644
Total comprehensive income for the 12 months ended 31 December 2009
- - 4 782 (4 249) 533 509 1 042
Dividends - - - (39 899) (39 899) (125) (40 024)
Other - - - (3 367) (3 367) - (3 367)
As at 31 December 2009 195 582 209 990 (3 088) 708 648 1 111 132 2 163 1 113 295
CONSOLIDATED STATEMENT OF CHANGES IN EQuITY for the period ended 31 December 2009 /thousands PLN/
For the periodfrom 01.01.2009
to 31.12.2009
For the periodfrom 01.01.2008
to 31.12.2008
Continued activities
Revenue 1 214 638 1 368 016
Own sales costs (1 051 564) (1 112 852)
Gross profi t on sales 163 074 255 164 Cost of sales (64 713) (61 054)
General administrative expenses (99 720) (97 418)
Other operating revenue 15 791 9 831
Other operating costs (28 785) (19 075)
Profi t (loss) on operating activities (14 353) 87 448 Financial revenue 51 301 22 474
Financial costs (44 110) (23 802)
Net fi nancial revenue (cost) 7 191 (1 328)Profi t (loss) from shares in associates accounted Profi t (loss) from shares in associates accounted for using the equity method 33 93
Profi t (loss) before tax (7 129) 86 213 Income tax 3 389 (13 243)
Net profi t (loss) on continued activities (3 740) 72 970
Discontinued activities
Net profi t (loss) on discontinued activities – –Net profi t (loss) (3 740) 72 970 Components of other comprehensive incomeComponents of other comprehensive incomeValuation of hedging instruments (1 988) (9 716)
Settlement of hedging instruments 7 892 –
Deferred tax on other comprehensive income (1 122) 1 846
The sum of the components of other comprehensive income 4 782 (7 870)
Total income 1 042 65 100Profi t (loss) attributable to:
Shareholders of the parent company (4 249) 72 545
Minority shareholders 509 425
Total comprehensive income attributable to:
Shareholders of the parent company 533 64 675
Minority shareholders 509 425
Profi t (loss) per share:On continued and discontinued activities:
Basic (PLN) (0.11) 2.26
Diluted (PLN) (0.11) 2.26
On continued activities:
Basic (PLN) (0.11) 2.26
Diluted (PLN) (0.11) 2.26
CONSOLIDATED STATEMENT OF TOTAL REVENuECONSOLIDATED STATEMENT OF TOTAL REVENuECONSOLIDATED STATEMENT OF TOTAL REVENuE
for the period ended 31 December 2009 for the period ended 31 December 2009 for the period ended 31 December 2009 /thousands PLN/
27
28
Assets As at31.12.2009
As at31.12.2008
Fixed assets
Property, plant and equipment 902 639 924 836
Investment property 12 135 6 100
Intangible assets 22 219 16 728
Investments in subsidiaries 596 280
Investments available for sale 12 653 12 592
Other fi nancial assets 2 50 000
Long-term receivables 1 355 594
Assets from deferred taxes 37 829 35 924
Other assets 35 300
Total fi xed assets 989 463 1 047 354
Current assets
Inventory 180 874 136 791
Other fi nancial assets 340 202 466
Receivables from income tax 5 394 4 107
Trade and other receivables 148 788 162 554
Cash and equivalents 246 485 45 333
Other assets 9 361 5 634
Fixed assets available for sale 613 7
Total current assets 591 855 556 892
Total assets 1 581 318 1 604 246
CONSOLIDATED STATEMENT OF THE FINANCIAL STANDING
for the period ended 31 December 2009 /thousands PLN/
Liabilities As at31.12.2009
As at31.12.2008
Equity capital
Share capital 195 582 195 582
Capital from issue of shares above their nominal value 209 990 209 990
Capital from revaluation of hedging transactions (3 088) (7 870)
Retained earnings, including: 708 648 756 163
Profi t (loss) for the current period (4 249) 72 545
Equity holders of the parent company 1 111 132 1 153 865
Minority shareholders 2 163 1 779
Total equity capital 1 113 295 1 155 644
Liabilities
Liabilities from loans and borrowings 29 446 48 889
Reserves for employee benefi ts 45 087 48 288
Other long term liabilities 189 886
Other reserves 20 835 21 520
State subsidies 33 244
Deferred revenue 4 7
Reserves from deferred income tax 102 511 104 884
Financial liabilities 1 673 1 334
Total long-term liabilities 199 778 226 052
Liabilities from loans and borrowings 110 201 21 174
Reserves for employee benefi ts 5 389 8 005
Liabilities from current income tax - 694
Trade and other liabilities 143 372 161 294
Other reserves 7 937 4 797
State subsidies 136 352
Deferred revenue 128 2
Financial liabilities 1 082 26 232
Total short-term liabilities 268 245 222 550
Total liabilities (payables) 468 023 448 602
Total liabilities 1 581 318 1 604 246
CONSOLIDATED STATEMENT OF THE FINANCIAL STANDING
/thousands PLN/
29
Cash flows from operating activities
For the periodfrom 01.01.2009
to 31.12.2009
For the periodfrom 01.01.2008
to 31.12.2008
Gross profit (loss) (7 129) 86 213
Corrections 57 233 77 524
Depreciation 80 844 72 887
Creating (reversal of) impairment write-offs (4 186) 1 191
Profit (loss) from investment activities (7 329) (8 051)
Profit (loss) from disposal of financial assets (4 115) –
Profit (loss) from shares in associates accounted for using the equity method
(33) (93)
Interest, currency translation differences (10 278) (7 047)
Dividends received (180) (298)
Profit (loss) from changes in fair value of financial assets reported at fair value
2 510 18 935
Profit (loss) from operating activities before changes in working capital 50 104 163 737
Change in trade and other receivables 30 379 18 965
Change in inventory (47 454) (17 592)
Change in trade and other liabilities (56 924) (85 036)
Change in provisions, accruals and subsidies (15 117) 8 047
Other adjustments 80 (4 048)
Cash generated from operating activities (38 932) 84 073
Interest paid – –
Tax paid (4 356) (21 899)
Net cash from operating activities (43 288) 62 174
CONSOLIDATED CASH FLOW STATEMENT for the period ended 31 December 2009 /thousands PLN/
For the periodfrom 01.01.2009
to 31.12.2009
For the periodfrom 01.01.2008
to 31.12.2008
Cash fl ows from investing activities
Sale of intangible assets and property, plant and equipment, investment properties
31 222 8 199
Acquisition of intangible assets, property, plant and equipment, investment properties
(75 813) (145 812)
Dividends received 2 646 1 247
Expenditure on acquisition of fi nancial assets (12 355) (268 000)
Proceeds from the sale of fi nancial assets 271 880 23 000
Interest received 14 257 366
Repayment of loans granted (9 189) 10
Net cash fl ows from investment activities 222 648 (380 990)
Cash fl ows from fi nancial activities
Net infl ows from issuance of shares – 285 571
Dividends paid out (42 459) (1 000)
Proceeds from credits and loans taken out 128 295 36 943
Expenditure on repayment of credit and loans (58 711) (7 651)
Interest paid (4 540) (3 128)
Payment of liabilities arising from fi nancial leases (793) (999)
Net cash fl ows from fi nancial activities 21 792 309 736
Total net cash fl ows 201 152 (9 080)
Opening balance of cash 45 333 54 413
Eff ect of exchange rate changes – –
Closing balance of cash 246 485 45 333
31
Until the publication of the consolidated financial statement for 2009, the Parent Company used the funds from the Initial Public Offering to complete investment tasks, as defined in the Prospectus (the Prospectus approved by the PFSA on 26 May 2008, p. 19-21) as follows:
- for the tasks carried out within the first investment objective described in point 2.6.1.1. of the Prospectus i.e. ”Modernisation of Caprolactam Production Plant with the Construction of a New Hydrogen Production Plant” - the amount of 11,506,000 PLN,
- for the tasks carried out during the second investment objective described in point 2.6.1.2. of the Prospectus i.e. ”Optimization of the Product Portfolio and Nitrogen Fertilizer Sale System” - the full sum of 38,000,000 PLN planned in the Prospectus,
- for the tasks carried out under the third investment objective described in point 2.6.1.3. of the Prospectus, i.e. ” Expansion of the Modified Plastics Plant” - 13,660,000 PLN,
- for the tasks carried out under the fourth investment objective described in point 2.6.1.4. of the Prospectus i.e. ”Polyamide II Production Plant with a Capacity of about 55,000 tons / year” - the amount of 3,787,000 PLN.
To finance expenditure incurred up to 31 December 2009, as part of its issuance objectives, the Parent Company has used funds raised from the IPO totalling 66,953,000 PLN.
To meet its issuance objective in 2009, Azoty Tarnów developed a technical project to modernize and intensify the Caprolactam Plant up to 101,300 t/y. The largest investment project in recent years has been completed, namely the construction of a mechanical fertilizer granulation plant with a capacity of 1,200 t/d, resulting from the implementation of the second issuance objective.
EXPENDITuRE ON IMPLEMENTATION OF THE ISSuANCE OBJECTIVES
Launch of the aforementioned plant improved the cost position in the caprolactam sector by increasing the value of ammonium sulphate sold in the form of ammonium sulphate nitrate (saletrosan) and allowed export sales of fertilizers to expand. Work also continued on the modernization of the fertilizer packing and shipping hub and the upgrading of dolomite milling. Also completed were stages I and II of the increasing the production capacity at the Modified Plastics Plant in accordance with the third investment objective set out in the Prospectus.
In addition, among tasks in progress the most important ongoing investments in 2009 were: modernization of the Benfield potassium washing node at the V RM plant, upgrading the A1 cooling system, installing heat and energy metering systems, modernizing the selective phenol hydrogenation over Pd catalyst, the implementation of an integrated ERP management system in the Parent Company, upgrade to air compressor node. The major new investment projects launched in 2009 included: construction of new gas-gas heat exchanger (E9) at the Technical Nitric Acid Plant and modernization of the switching station in the Parent Company.
The assumptions for 2010 are that the major new investments which will improve the Parent Company’s competitive position, will consist of the implementation of the fourth issuance objective described in point 2.6.1.4. of the Prospectus by acquiring a 100% share in Nylon Polymers GmbH (in the first quarter of 2010 the issuance objective was achieved through the acquisition of shares and control of Unylon) and the construction of a new hydrogen production plant as part of the first issuance objective described in point 2.6.1.1. of the Prospectus, and also other investments connected with adapting unloading and loading stations in the Parent Company to the requirements of Transportation Technical Supervision.
As at31.12.2009
As at31.12.2008
Mechanical nitrate fertilizer granulation plant 369 90 949
Installation of heat meters – 1 401
Expansion of hydroxylamine sulphate stock 418 2807
Upgrade of fertilizer packaging and dispatching station 16 837 16 173
Implementation of an integrated ERP management system – 7 570
Modernization of the compressed air node for the Cyclohexanol Oxidation Plant
– 3 966
Upgrade of dolomite milling plant – 7 075
Modernization of compressed air node – 1 689
Expansion of Modifi ed Plastics Plant 13 694 375
Upgrade of Tarnamid storage facility 4 160 –
Modernization of Benfi eld potassium wash node 5 333 940
Modernization of Caprolactam Plant 1 822 –
42 633 131 630
MAJOR INVESTMENT EXPENDITuRE CONSTITuTING FIXED ASSETS uNDER CONSTRuCTION
As at 31 December 2009, the total net value of fixed assets under construction amounted to 52,415,000 PLN (31 December 2008: 147,654,000 PLN). This decrease compared to 2008 resulted mainly from com-missioning in 2009 of the mechanical nitrate fertilizer granulation plant and integrated SAP system.
33
We have audited the accompanying consolidated financial statements of the Zakłady Azotowe w Tarnowie-Mościcach S.A. Capital Group for which Zakłady Azotowe w Tarnowie-Mościcach S.A. based in Tarnów at ul. E. Kwiatkowskiego 8, is the Parent Company, including:
- consolidated statement of the financial standing drawn up as at 31 De-cember 2009, which on the assets and liabilities side shows an amount of 1,581,318,000 PLN,
- consolidated statement of comprehensive income for the period from 1 January 2009 to 31 December 2009, indicating net loss of 3,740 PLN and comprehensive income to the sum of 1,042,000 PLN,
- statement of changes in consolidated equity capital for the period from 1 January 2009 to 31 December 2009, indicating a decrease in equity by the sum of 44,036,000 PLN
- consolidated cash flow statement for the period from 1 January 2009 to 31 December 2009 indicating an increase in balance of cash of 201,152,000 PLN,
- additional information concerning the adopted accounting policy and other clarifications.
The Parent Company’s Management Board is responsible for the draw-ing up of the consolidated financial statement mentioned. Our task was to examine and express an opinion on the reliability, propriety and the clarity of this consolidated financial statement.
The consolidated financial statements have been prepared using the full method in relation to seven subsidiaries and equity method for the two associates. The financial statements of two subsidiaries and one associ-ate were audited by other entities authorized to audit financial statements. One associate was not subject to examination by the auditor. We have re-ceived the financial statements of the above subsidiaries and associates and the opinions on the examination of these reports. Our opinion on the consolidated financial statements in respect of financial information sub-
mitted by these entities is based on the opinions of auditors qualified to audit. Information from the financial statements of subsidiaries and one associate, for which we relied entirely on the opinions of other auditors and statements of one associate not subject to examination by auditors, represent respectively 2% and 5% of the consolidated assets and con-solidated revenue before consolidation adjustments.
We planned and conducted the examination of the consolidated finan-cial statement according to the provisions:
- section 7 of the Accounting Act of 29 September 1994 (Journal of Laws of 2009 no. 152, item 1223 as amended),
- performance standards of the profession of statutory auditor issued by the National Council of Statutory Auditors in Poland in order to obtain sufficient rational certainty to proclaim that the audited consolidated fi-nancial statements are free of material errors. In particular, the investi-gation involved checking the consolidation documentation from which the sums and information presented in the consolidated financial state-ments are taken, and assessing the accounting principles (policy) ap-plied in producing the consolidated financial statements and the major estimates connected to this, and a general assessment of the presenta-tion of the consolidated financial statements.
We consider that the examination we conducted has provided sufficient basis for the expression of an opinion.
In our opinion, based on the results of the examination and the opinions of other auditors, Zakłady Azotowe w Tarnowie-Mościcach S.A Capital Group’s consolidated financial statement for financial year 2009 was pre-pared in all material aspects in accordance with the International Finan-cial Reporting Standards as adopted by the Union European Union and is consistent with accounting principles (policy) and reliably and clearly presents all the information necessary to assess the Capital Group’s as-sets and financial standing and its financial result on 31 December 2009 and the preceding 12 month period.
Opinion of an independent statutory auditor DELLOITE AUDYT* To the Shareholders and Supervisory Board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
The report on the Capital Group’s activity in financial year 2009 meets the material requirements of Article 49 section 2 of the Accounting Act and of the Ordinance of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities and the conditions for recognition as equivalent of the in-
formation whose disclosure is required under the laws of a state which is not an EU member state, and the information it contains, derived directly from the consolidated financial statement under investigation is consist-ent with the Ordinance.
Marek TurczyńskiStatutory Auditor
registration no. 90114
Warsaw, 14 April 2010
* DELOITTE Audyt Sp. z o.o with headquarters in Warsaw,Al. Jana Pawła II 19, 00-854 Warszawa – an entity authorized to audit fi nancial statements, entered on the list of entities authorized to audit under the number 73 maintained by the National Council of Statutory Auditors.
Zakłady Azotowe w Tarnowie-Mościcach S.A.
ul. Eugeniusza Kwiatkowskiego 8, 33-101 Tarnów, Poland
www.azoty.tarnow.pl
Eu VAT: PL 873 000 68 29
Stock Exchange Ticker: ATT
National Court Register [KRS]: 0000075450
ISIN: PLZATRM00012
Investor Relations Bureau
tel. +4814 637 35 31
fax +4814 637 47 25
Zakłady Azotowe w Tarnowie-Mościcach S.A.
ul. Eugeniusza Kwiatkowskiego 8, 33-101 Tarnów, Poland
www.azoty.tarnow.pl
Zakłady Azotowe w Tarnowie-Mościcach S.A. ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Polska, tel. +4814 633 07 81-85
PR /01/2010/1500
www.azoty.tarnow.pl
katolog o firmie
raport finansowy
2009
www.azoty.tarnow.pl
Musimy żeglować czasem z wiatrem, czasem pod wiatr,
ale żeglować nie dryfować ani stawać na kotwicy.
Oliver Wendell Holmes /1809-1894/
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w.a
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ty.ta
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„Skonsolidowane sprawozdanie finansowe za okres 12 miesięcy, kończących się 31 grudnia 2009 roku”, sporządzone 31 marca 2010 roku zgodnie z wymogami Międzynarodowych Standardów Rachunkowości. Sprawozdanie rzetelnie i jasno przedstawia sytuację majątkową i finansową Spółki i Grupy Kapitałowej oraz wyniki finansowe. Pełny tekst raportu rocznego jest dostępny w internecie pod adresem www.azoty.tarnow.pl oraz w siedzibie Spółki.
Ponadto do niniejszego Raportu Finansowego dołączamy płytę CD, na której w celu poszerzenia zamieszczonych w nim informacji prezentujemy: Roczne jednostkowe sprawozdanie finansowe za 2009 rok Sprawozdanie jednostkowe z działalności Spółki za 2009 rok Roczne skonsolidowane sprawozdanie finansowe za 2009 rok Sprawozdanie Zarządu z działalności Grupy Kapitałowej za 2009 rok Consolidated financial statement for 2009 Report on Activities of Azoty Tarnow Group for 2009
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